Exhibit 10.29


 


UNIVERSAL LEASE AGREEMENT


 


THIS UNIVERSAL LEASE AGREEMENT
(“Lease”) is effective as of the 1st day of January, 2005, by and
between The County of Jackson, a Michigan
municipal corporation, of 120 W. Michigan Avenue, Jackson, MI 49201 (hereinafter
“Lessor”) and Jackson Trotting Association, LLC, a
Michigan limited liability company, of 200 W. Ganson Street, P.O. Box 881,
Jackson, MI 49204-0881 (hereinafter “Lessee”).


 


W I T N E S S E T H:


 


WHEREAS, Lessee
desires to enter into a live harness racing lease with Lessor for the purpose
of permitting Lessee to conduct annual live harness horse racing meets at the
Jackson County Fairgrounds under the terms and conditions hereafter set forth;


 


WHEREAS, Lessee
desires to enter into a simulcasting lease for the purpose of permitting Lessee
to conduct simulcasting of intrastate and interstate horse racing events under
the terms and conditions hereafter set forth;


 


WHEREAS, Lessee
desires to engage in and allow pari-mutuel wagering for live harness horse racing
and for simulcasting under the terms and conditions as hereafter set forth; and


 


WHEREAS, Lessor and
Lessee desire to enter into one universal lease agreement to define the parties’
agreement for live harness horse race meets and simulcasting under the terms
and conditions as hereafter set forth in this Lease Agreement (hereafter “Lease”
or “Universal Lease”).


 


NOW, THEREFORE, in
consideration of the covenants and obligations negotiated and agreed upon
between the parties, and other good and valuable 


 

















 


consideration, the receipt and adequacy of which is hereby
acknowledged, Lessor and Lessee agree as follows:


 


1.             Premises.


 


A.            Live Racing:  Lessor hereby leases to Lessee for live
harness horse racing the following described premises (“Premises”) situated in
the City of Jackson, County of Jackson, State of Michigan, commonly known as
the Jackson County Fairgrounds, and more particularly described as follows:


 


That piece or parcel of land bounded on the north by a public street
known as North Street, on the west by a public street known as Blackstone
Street, on the south by a public street known as Ganson Street, and on the east
by the Grand Trunk Western Railroad right-of-way, including the grandstand,
barns, stables and parking areas, as hereafter more fully described.


 


EXCLUDING Antique Tractors Barn, a/k/a Barn #19, and to the extent
owned by Lessor and is part of the Fair Premises, the Railroad Spur and
Railroad Bridge Foundations along the Grand River, Milking Parlor/Retail Milk
Store, Barn 2, Barn 10 (may use the lean-to’s), Barn 11 (may use the lean-to),
Barn 12, Covered Arena, Horse Arena, Herman Gumper Exhibition Hall, Log Cabin,
Fair Offices, Gazebo, Garage next to Fair Office, Fair Events Center, Stage,
Dressing Rooms, Workshop, Pole Storage Building, and infield (when it is not a
live racing day).


 


Lessee’s parking shall be as designated within paragraph 22 below.


 


Lessor shall have full and complete use and access to all barn areas
during any period of time when no live harness horse race meets exist for its
sole and exclusive purpose including for Lessor’s annual Rural Education Days
for local and surrounding county school districts.


 


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During live harness horse race meets, the so-called North Street Gate,
on the south side of North Street, shall remain open during normal business
hours for the use of the Jackson County Fair and its personnel. Security and/or
placement of security guards as mandated or deemed necessary by the Michigan
Office of the Racing Commissioner, Jackson Trotting Association, LLC and/or any
other governing body shall be the sole and exclusive responsibility of Lessee. Ingress
and/or egress at the Ganson Street main drive shall remain open during the
period commencing two hours prior to and ending one hour after the conduct of
live racing. Lessor and Lessee shall use their best efforts to mutually
coordinate parking during situations when both Lessor and Lessee have
conflicting events. Alternate ingress and/or egress for Lessee’s use shall be
allowed at the western perimeter, South Blackstone gate, and the East Ganson
Street livestock gate.


 


Lessee’s use of the barns during the live harness race meets shall be
as solely designated by Lessor and shall include Barn 1, Barn 3, Barn 10 lean
to’s, Barn 11 lean to, Barn 16, Barn 17 and Barn 18 or
Barn 3, Barn 7, Barn 16, Barn 17 and Barn 18.


 


Lessor shall allow the horsemen to have the use of the entire building
known as the Track Kitchen during live harness race meets. Lessee shall be
responsible and shall indemnify Lessor for the horsemen and their conduct. Lessee
shall also be responsible for all repair and/or improvements to the Track
Kitchen subject to the express prior written approval of Lessor. All repairs
and/or improvements shall be at Lessee’s sole cost and expense.


 


B.            Simulcasting:  Lessor further leases to Lessee
the following described premises for simulcasting located within the Jackson
County Fairground harness horse 


 


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race track generally described as the south end of the Grandstand,
including restrooms, restaurant, and general offices as well as the parking
designated in paragraph 22 below.


 


C.            Occupancy:  Lessor shall have full and absolute use and occupancy
of the Premises one week prior to the annual Jackson County Fair, the week of
the annual Jackson County Fair and one week subsequent to the annual Jackson
County Fair (collectively, the “Jackson County Fair Period”) as well as to the
barns and all other areas of the Jackson County Fairgrounds the first week of
April for Lessor’s Rural Education Days program for the local and surrounding school
districts. Lessor guarantees occupancy consistent with paragraph 1B above to
Lessee during the so-called “Triple Crown” horse racing events which end with
the Belmont Stakes held no later than the second Saturday of June. Lessor
agrees that it will not hold the Jackson County Fair prior to June 15 in any
year without the prior express written consent of the Lessee, which consent
Lessee may withhold in its sole and absolute discretion.


 


2.             Use.


 


A.            Live Racing:    To conduct live standard bred harness horse
racing events for a period each year as fixed and determined by the Michigan
Office of the Racing Commissioner.


 


B.            Simulcast:   To conduct pari-mutuel wagering on intrastate
and interstate simulcast of horse racing events and any other event for which
Michigan law may now or in the future permit pari-mutuel wagering. For purposes
of this Lease, the term “Simulcast” means the live transmission of video and
audio signals conveying interstate and intrastate horse racing events and as
that term is currently specifically 


 


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defined within the Michigan Racing Law of 1995, Act 279 of the Public
Acts of 1995, as may be amended from time to time.


 


The leased simulcasting premises shall be used for no other purpose
other than to conduct pari-mutuel wagering as may be allowed now or in the
future. Gaming, video gaming, gambling, games of chance or other gambling,
including, but not limited to, slot machines or any other gambling (“Gaming”)
other than pari-mutuel wagering on simulcast horse racing events is strictly
prohibited.


 


If, during the term of this Lease, any Federal, State or local
legislation is enacted which allows Lessee to hold, profit, conduct or
otherwise engage in onsite Gaming, distinct from pari-mutuel wagering on
simulcast events, Lessee will nonetheless be prohibited from conducting said
Gaming unless Lessee obtains the express prior written consent of Lessor.


 


3.             Term.
This Universal Lease shall be comprised of eight (8) yearly terms commencing
January 1, 2005, through December 31, 2005, and on a calendar year basis
thereafter, terminating as of the last day of the eighth annual term on
December 31, 2012, unless extended pursuant to express written agreement
between Lessor and Lessee.


 


4.             Rent.


 


A.            Live Racing:  Lessee shall pay to Lessor an annual base
rent of $7,500 for each and every year of this Lease payable as follows:  $4,500 for yearly maintenance of grounds and
$3,000 annual prepaid rent. Further, Lessee shall pay an additional sum to
Lessor equal to 1% of the pari-mutuel handle in excess of $30,000 for any
single day, less a one time credit of $3,000 of the above-referenced annual prepaid



 


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rent. Said percentage rental is due and payable by Lessee to Lessor
within fourteen (14) days from the conclusion of each and every seasonal harness
horse race meet.


 


B.            Simulcast:  Lessee shall pay to Lessor rent at the rate
of .0065% of Lessee’s daily gross simulcasting pari-mutuel wagering handle which
shall be due and payable to Lessor by Lessee on a monthly basis during the term
of this Lease. Payment of rent by Lessee to Lessor shall be made monthly no
later than the third day of the succeeding month. Verification documentation
including daily breakdown sheets of Lessee’s previous month’s pari-mutuel daily
handle shall accompany each month’s rental payment.


 


C.            Universal: Notwithstanding anything to the contrary
noted above, Lessee guarantees to Lessor a gross annual rent during each year
of this Lease of a sum not less than Eighty-Five Thousand ($85,000) Dollars for
combined live and simulcasting rent. Any deficiency less than the $85,000 annual
guaranteed sum shall be paid by Lessee to Lessor no later than December 31 of
the calendar year of the year of the deficiency.


 


The annual minimum rent of $85,000 due and payable each and every year
during the term of this Lease shall be adjusted annually in a sum equal to the
corresponding annual percentage increase of the cost of living adjustment as
published annually by the United States Department of Labor.


 


5.             Possession.


 


A.            Live Racing:  The number of live harness horse racing dates
shall not be less than the number of days mandated by the State of Michigan,
Office of Racing 


 


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Commissioner, as required by the Michigan Racing Law of 1995, Act 279
of the Public Acts of 1995, as amended, State Reg. 431.312, or any future
adopted corresponding statutes, rules or regulations.


 


B.            Simulcast:  Lessee guarantees to Lessor that Lessee shall
conduct simulcasting not less than 225 days per calendar year during the term
of this Lease.


 


6.             Capital
Improvements. Lessee shall contribute a minimum sum of Five
Hundred Thousand ($500,000) Dollars in capital improvements to the facilities
of Lessor over the term of this Lease under the following terms and conditions:


 


A.            $250,000 in
improvements shall be provided by June 30, 2006, as follows:


 


(i)    Repavement
of Jackson Trotting Association, LLC/Jackson Racing, Inc.’s parking lot to be
completed by June 13, 2005;


 


(ii)   Improvements
and renovations to the men’s and women’s bathrooms at the South end of the
Grandstand to be completed by June 30, 2006;


 


(iii)  Replacement
of all downspouts over the Grandstand seating area by June 30, 2006;


 


(iv)  Complete
sandblast and painting on the West side of the Grandstand wall by June 30,
2006;


 


(v)   Other
updates and improvements of the Clubhouse as determined necessary by Lessee;


 


(vi)  Replacement
of the patio carpet by June 30, 2006; and


 


(vii) Repair
of the leaking roof extension on the West side of the Grandstand by June 30,
2006.


 


B.            A minimum of $250,000
in additional capital improvements shall be completed prior to December 31, 2009.
Said improvements shall be mutually agreed 


 


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upon between the Lessor and Lessee in accordance with the provisions
set forth more fully below. Additionally, Lessor and Lessee shall mutually
negotiate and agree on all capital improvements to the Clubhouse and other
facilities prior to the commencement of any improvement thereon.


 


C.            With respect to each
capital improvement, Lessee shall solicit a minimum of three (3) bids from
reputable local contractors capable of performing the improvements. Lessor and
Lessee shall thereafter mutually select the contractor whose bid most
responsibly meets the parties’ requirements in terms of scope of work, schedule
and pricing. Should Lessor and Lessee be unable to mutually agree upon the
contractor selected to perform the capital improvement, then either a local
architect or civil engineer shall be retained, at a cost to be equally split
between Lessor and Lessee, and the third party so selected shall select the
contractor whose bid most reasonably and responsibly meets the capital
improvement specifications in terms of scope, schedule and pricing. The bid and
contractor selection processes shall fully and completely comply with MTR
Gaming Group, Inc.’s Plan of compliance Review and Reporting System and
Establishment of Compliance Committee Procedures as attached to Louis Aronson’s
letter of April 11, 2005, to Kevin M. Thomson, Attorney for Jackson County/Jackson
County Fair Board (see attached Exhibit B), and the Jackson County Contract for
Professional Services Provision, Policy #2030, as set forth in the Jackson
County Administrator/Controller’s letter of April 4, 2005, to Daniel B.
Rakieten. (See attached Exhibit C.)


 


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The lowest bid received for all capital improvement projects from the
local contractors shall be used for the purpose of confirmation of the $500,000
in capital improvements to be provided to Lessor by Lessee as itemized above.


 


Failure of Lessee to make the minimum capital improvements by the
deadlines indicated above shall be considered a material breach of this Lease.


 


7.             Sublease/Assignment.
Lessee shall have no right to assign this Lease or any amendments thereto or to
sublet the Premises or any portion thereof to any other party without the
express prior written consent of Lessor, which consent shall not be
unreasonably withheld; provided, nonetheless, that any assignment or sublease
shall not relieve the Lessee of its covenants and obligations hereunder.


 


8.             Quiet Possession. Lessor covenants that it is lawfully seized of the Premises
and has full right and power to enter into this Lease for the full term and
upon all the conditions herein contained. Lessor will deliver full and complete
possession of the Premises upon the payment of said rent and the performance of
the covenants agreed to be performed. Lessee shall and may thereafter peaceably
and quietly have, hold and enjoy the Premises for the said term.


 


9.             Alterations.  Notwithstanding paragraph 6
above concerning capital improvements, Lessee shall not make or undertake any
alterations or additions to the Premises including walls, floors, fixtures or
grounds without the express prior written approval of Lessor. Any alterations
or additions undertaken to the Premises, subsequent to the express written
consent of Lessor, shall comply with paragraph 6 concerning capital
improvements and shall be at Lessee=s sole cost and expense. Further,
all 


 


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improvements shall be of good workmanship and material. Lessor shall
not unreasonably withhold its consent to any alterations or additions by
Lessee.


 


10.           Maintenance.  The Lessor agrees to maintain
and repair the roof, foundation and outer walls, and make all structural
changes or repairs thereto as may be required by governmental authority. Lessee
shall maintain and repair all mechanical components of the Premises. Lessee shall
maintain and repair all window and door glass, exterior doors, casings, frames
or any of the appliances or appurtenances to the Premises. Lessee’s property
insurance coverage on the Premises shall not contain an exclusion for plate
glass. Lessee shall be liable for the expense of materials and all labor to
repair and replace defective, damaged or deteriorated horse stalls and
partitions.


 


No signs may be erected by Lessee on the Premises without prior written
consent of Lessor. Lessor hereby consents to the continued use of the signs
existing on the Premises as of June 13, 2005, and any replacement signs of like
character and size. The Lessee shall maintain any signs erected in a good state
of repair, save the Lessor harmless from any loss, costs or damage as a result
of the maintenance, existence or removal of the same, and shall repair any
damage which may be caused by the existence, maintenance or removal of such
signs. At the end of this term, Lessee, if requested to do so by the Lessor,
agrees to remove said sign or signs.


 


Lessee agrees to place poles for Lessor’s use in the grandstand stage
area indicated by Lessor for concerts and/or shows held at the venue and Lessee
further agrees to remove said poles from the Grandstand area in a timely manner
mutually agreed upon by 


 


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Lessor and Lessee. Lessee shall assume all costs for the placement and
removal of the poles.


 


Notwithstanding anything to the contrary herein, Lessee shall be
responsible for and maintain the following during live race meets:  horse stalls, manure removal, race track
maintenance, including hub rail, installation, repair and maintenance of judges’
stand and catwalk, and daily maintenance and clean up of the grandstand and the
area between the grandstand and the track fence.


 


11.           Taxes and Others.  Lessee shall pay all
general real estate and personal property taxes that may be due and payable on
the Premises during the term of the Lease before such taxes become delinquent
and a charge against the Premises.


 


12.           Utilities.  Lessee shall pay all charges
of public and/or private utility companies for utilities furnished Lessee in the
use of the Premises including charges for gas, oil, telephone, garbage,
electricity and any municipal sewer and water. Lessor may require proof of
payment of all utilities and Lessee shall provide proof of same.


 


13.           Damage or Destruction.  It is further
mutually understood and agreed between the Lessor and the Lessee that in the
event the Premises are damaged or destroyed by fire or other casualty, the Premises
shall be promptly and with reasonable dispatch fully repaired or restored, as
the case may be, by the Lessor at its expense for the roof, foundation and
outer walls, and by the Lessee for the remainder of the Premises; provided,
however, that the Lessor’s obligation to repair or to restore shall be limited
to the proceeds of any insurance recoverable by virtue of said fire or other
casualty, and provided further, that the rent provided for shall abate entirely
in case the entire Premises 


 


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are untenantable and pro rata for the portion rendered untenantable, in
case a part only is untenantable, until the same shall be restored to a
tenantable condition.


 


If the building upon the Premises shall be totally damaged or destroyed
by fire or other casualty, or if the building on the Premises shall be damaged
or destroyed by fire or other casualty to the extent of 50% or more of the
total floor space, then, at the option of either party, this Lease may be
cancelled. Such option may be exercised by written notice given by either party
to the other within 30 days after the occurrence of such fire or other
casualty. If either party shall fail to give notice to the other within the
aforesaid period of 30 days, then this Lease shall continue for the balance of
its term and the Lessor and the Lessee shall promptly repair or restore their
respective interests in said building.


 


14.           Insurance.  It shall be the obligation
of Lessee to carry public liability and property damage insurance on the Premises,
including the barns, in an amount consistent with the current adopted policy of
the Jackson County Board of Commissioners and the Jackson County Fairgrounds, as
may be amended from time to time, a copy of which is attached hereto and
incorporated herein by reference as Exhibit D. Further, Lessee shall name
Lessor as an additional named insured and shall provide Lessor with proof of
said insurance which shall continue in full force and effect during this Lease.


 


Lessee shall cooperate and fully comply with Lessor with respect to any
request of Lessor pertaining to the insurance coverage required hereunder,
including submission of proof of insurance and/or payment of premiums for same.


 


In consideration of the rents and covenants herein specified, Lessee
waives its right of recovery, if any, against Lessor for any loss to real or
personal property including 


 


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loss of revenue. Lessee further agrees it shall include in all fire and
other hazard insurance policies covering the Premises and barns the following
waiver of subrogation:


 


“It is hereby stipulated that this insurance shall not be invalidated
should the insured waive in writing, prior to the loss, any and all rights of
recovery against any party for loss occurring to the property described herein.”


 


15.           Injury to Persons.  Lessee hereby
covenants and agrees to keep, hold and save harmless the Lessor from any claim
or suit for damage or injuries sustained upon the Premises by any person or
persons caused by negligence on the part of the Lessee, its agents, employees
and other persons with respect to whom Lessee may be liable. Lessor hereby
covenants and agrees to keep, hold and save harmless the Lessee from any claim
or suit for damage or injuries sustained upon the Premises by any person or
persons caused by negligence on the part of the Lessor, its agents, employees
and other persons with respect to whom Lessor may be liable.


 


16.           Bankruptcy or Insolvency.  In the event
that the Lessee shall become bankrupt or shall make a voluntary assignment for
the benefit of creditors or in the event that a receiver of the Lessee shall be
appointed, then at the option of the Lessor and upon five (5) days notice in
writing to the Lessee of the exercise of such option, this Lease shall cease,
terminate and come to an end.


 


17.           Injury to Premises by Lessee.  In the
event of any damage or injury to the Premises of any kind whatsoever caused by
the carelessness, negligence or improper conduct on the part of the Lessee, its
agents or employees, the said Lessee shall cause the said damage or injury to
be repaired as speedily as possible at its own cost and expense.


 


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18.           Use and Compliance with Laws.  Lessee
covenants and agrees to comply, at its own expense, with all present or future
State of Michigan, including the State of Michigan Office of the Racing
Commissioner, statutes, rules, regulations and requirements of any type and of
any nature including Section 18 and all other provisions of the Michigan Racing
Law of 1995, Act 279 of the Public Acts of 1995, as amended, and all other
present or future police, sanitary, building or fire rules, codes, regulations
and instructions imposed by any other governmental authority whatsoever, and
municipal ordinances, all requirements or regulations of the Board of Fire
Underwriters and all state and federal statutes, present or future, concerning
the Premises, the use or occupation thereof.


 


Lessee otherwise covenants that it will keep and maintain the Premises
in a neat and clean condition.


 


19.           Lessor Access.  Lessor shall have
reasonable access to the Premises during business hours for the purpose of
examination or review of same, or to make any needful repairs or alterations.
Any repairs or examination of the Premises shall not unnecessarily interfere
with Lessee’s use of the Premises or the conduct of Lessee’s business thereon.


 


20.           Default by Lessee.  In the event of
default by Lessee in the payment of rent or the performance of any covenant or
obligation to be kept or performed by Lessee, and should such default continue
for a period of seven (7) days in the case of nonpayment of rent or thirty (30)
days in the case of the material breach of any other covenant or obligation,
after receipt by Lessee of a written notice from Lessor specifying such 


 


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default, Lessor may thereafter without further notice of demand, enter
on the Premises and take full and absolute possession thereof without such
re-entry causing a forfeiture of the rent to be paid or the covenants to be
performed by Lessee hereunder for the full term of this Lease and may
thereafter lease or sublease the Premises for such rent as Lessor may
reasonably obtain, crediting Lessee with the rent so obtained after deducting
the costs Lessor reasonably incurs by such re-entry, leasing or subleasing, or
the Lessor, at its election, may terminate the Lease and re-enter and take full
and absolute possession of the Premises free from any further right or claim by
Lessee.


 


21.           Rents and Notices.  All notices required
or furnished hereunder shall be mailed addressed as follows until such
addresses are changed by thirty (30) days prior notice in writing:


 


	
  To the Lessor:

  	
   

  	
  Jackson County Fair Board

  
	
   

  	
   

  	
  Attn: Manager

  
	
   

  	
   

  	
  200 W. Ganson Street

  
	
   

  	
   

  	
  Jackson, MI 49201

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  County of Jackson

  
	
   

  	
   

  	
  Attn: Jackson County Administrator

  
	
   

  	
   

  	
  120 W. Michigan Avenue

  
	
   

  	
   

  	
  Jackson, MI 49201

  
	
   

  	
   

  	
   

  
	
  To the Lessee:

  	
   

  	
  Jackson Trotting Association, LLC

  
	
   

  	
   

  	
  200 W. Ganson Street

  
	
   

  	
   

  	
  P.O. Box 881

  
	
   

  	
   

  	
  Jackson, MI 49204-0881

  



 


22.           Parking Lot.  During simulcasting and
live racing, Lessee’s exclusive parking lot is as defined in attached Exhibit A
north of the line roughly defined as 


 


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follows:  a line that runs east
and west from the north boundary of the Fair Events Center (formerly known as
the “Rollatorium”) to the so-called “new” telephone pole on the west end of the
parking lot that angles to the northeast towards the racetrack plus the parking
area north of the Grandstand per the attached diagram A.


 


Lessor’s exclusive parking shall be south of the line roughly defined
as follows:  a line that runs east and
west from the northern boundary of the Fair Events Center (formerly known as
the “Rollatorium”) to the so-called “new” telephone pole on the west end of the
parking lot that angles to the northeast towards the racetrack per the attached
diagram A.


 


Lessor and Lessee shall have equal access on a first come, first serve
basis to the East Midway Lot and the parking area north of the Fair Events
Center on a first come, first serve basis. Access to the East Midway Lot shall not
be allowed to Lessee during times when Lessor has booked an event in the East Midway
Lot area.


 


If no event has been scheduled by Lessor at the Fair Events Center,
Lessee may use the Fair Events Center parking lot pursuant to a non-exclusive
license hereby granted by Lessor to Lessee as long as said use does not
otherwise interfere with Lessor’s use of the Premises.


 


Lessor and Lessee shall cooperate and use their best efforts to resolve
any and all parking issues that may arise from time to time. Diagram A is
hereby incorporated by reference and is made a part hereof.


 


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Further, Lessor and Lessee shall exchange information on the scheduling
of various events so as to prevent any conflict.


 


Lessee shall perform daily cleanup of its parking areas, and any other
areas used during the term of this Lease.


 


23.           Hold Over.  In the event of the Lessee
holds over after the termination of this Lease or any extension thereto, it is
agreed that thereafter the tenancy shall be from month to month and not year to
year term under the same terms and conditions, including rental payments, as
provided herein.


 


24.           Successors and Assigns.  It is agreed
that all of the provisions herein contained are to be construed as covenants
and agreements as if so specifically stated and that all of the terms and
provisions hereof shall bind and inure to the benefit of the parties hereto,
their heirs, representatives, successors and assigns.


 


25.           Application.
Subject to Section 34, Lessee shall make application to the Michigan Racing Commissioner
before the deadline established by the Michigan Office of Racing Commissioner
each year during the term of this Lease for its required harness horse race
meet license, requesting at least the minimum number of days required by the
Michigan Racing Law of 1995, Act 279 of Public Acts of 1995, as amended, and as
may be amended in the future, to be conducted on the Premises. If Lessee fails
to make and file such annual application in the manner so required and within
the time limited, this Lease may, at the option of Lessor, be declared null and
void and of no further force or effect except that Lessee shall be obligated to
Lessor for any and all rents that may be 


 


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guaranteed and due and payable over the remaining term of the Lease. Lessee
shall furnish to Lessor with a copy of its annual application to the Michigan
Racing Commissioner within two (2) days subsequent to the filing of same.


 


26.           Prior Leases.  This Lease supersedes,
controls and takes precedence over all prior and previous Agreements, Letter
Agreements and/or Leases between Lessor and Lessee involving live horse racing
and simulcasting on the Premises.


 


Lessor and Lessee acknowledge this Lease is the full and complete
expression of their Universal Lease and no other agreements, understandings or
covenants not contained herein shall be binding unless reduced to writing and
executed by the Lessor and Lessee.


 


27.           Interpretation.  Words in the singular,
plural, masculine, feminine and neuter as used herein shall have the meanings
and be construed as required by the context of this demise and Lease.


 


28.           Governing Law. This Lease shall be
construed pursuant to the laws of the State of Michigan.


 


29.           Force Majeure. If Lessee is prevented
from completing performance of its live harness horse race meets or the
guaranteed 225 minimum days of simulcasting as required by Paragraph 5 by an
act of God, weather conditions resulting in the loss of electricity or work
stoppage based on labor unrest, then Lessee shall be excused on a prorated
basis for the rental obligations for each day Lessee is unable to race or simulcast



 


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as a direct result of an act of God, weather conditions resulting in
loss of electricity or labor unrest.


 


30.           Surrender.
Upon expiration of this Lease, including any extensions or renewal thereof,
Lessee shall give and surrender peaceful possession of the Premises to Lessor
in a condition as when taken, usual wear and tear and damage by the elements
excepted. Lessee acknowledges that upon surrender of the possession of the
demised Premises, any and all wiring, lighting equipment, fixtures,
transformers, offices, betting booths, betting stalls, hub rail, money room
and/or any other fixture attached to the Premises, including the judges’ stand
and catwalk, shall be the sole and exclusive property of Lessor and shall be
left on the Premises. Notwithstanding anything contrary to the above, Lessee
shall have the right to remove the tote board, but not the electrical power
source to the tote board, and such other equipment which is not a fixture on
the Premises.


 


31.           Notice of
Default. Lessor and Lessee agree and acknowledge that in the
event of any claimed default on the part of either party to this Lease, notice
of such claimed default shall be served in writing in accordance with paragraph
21 above and each party shall be given notice as provided in the Michigan
Summary Proceedings Act within which time to cure and correct such alleged default
including seven (7) day notice for non-payment of rent and thirty (30) day
notice for any breach of this Lease.


 


32.           Waiver.
The failure of Lessor to insist upon the strict performance of the terms,
covenants, conditions and agreements contained in this Lease, or any of them, 


 


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shall not constitute or be construed as a relinquishment or waiver of
Lessor’s rights to thereafter enforce any of the terms, covenants, conditions
or agreements of this Lease.


 


33.           Lessee’s
Rights to Concessions. Lessee shall be entitled to the sole and
exclusive right to all concession income generated during live race meets or
simulcasting, including, but not limited to, food, beverage and alcohol,
program and parking sales.


 


34.           Lessee’s
Warrant; Relocation of Racing. Lessee represents, covenants and
warrants to Lessor that Lessee’s intent and purpose is and Lessee shall make
the capital improvements referenced in paragraph 6 above, to keep and maintain
harness horse race meets in Jackson County and that Lessee shall not assign,
convey or transfer Jackson County horse race dates elsewhere. Should Lessee
relocate its harness horse race meets and simulcasting to another location
during the term of this Lease, Lessee shall, as a condition of its relocation
elsewhere, post a surety bond from a surety company selected by Lessor from the
U.S. Department of Labor Approved Surety List naming the Jackson County Fair
Board and Jackson County Fair as obligee for the dollar value of any remaining
capital improvements required by paragraph 6 above not completed as well as for
the minimum rent then due and owing over the remaining term of this Lease. The
posting of said surety bond shall be a material condition of Lessee’s ability
to vacate the premises. Should Lessee vacate the premises without the posting
of the surety bond as hereinbefore provided, Lessee consents to the entry of a
temporary restraining order and a preliminary injunctive order from the Circuit
Court for the County of Jackson to 


 


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enjoin and prevent Lessee from relocating to new premises until such
time as the surety bond required hereunder shall be posted.


 


Notwithstanding Lessee’s obligation to post the surety bond as hereinbefore
provided, should Lessee vacate the premises, Lessor shall be under no
obligation to mitigate its damages and Lessor shall be free to re-lease the
premises without reduction or termination of the sums of money owed by Lessee
over the remaining term of this Lease.


 


Should Lessee vacate the premises prior the expiration of the lease
term, the above surety bond obligation shall also include the dollar value of
any capital improvements required by Lessee pursuant to paragraph 6, not yet
completed by Lessee.


 


In the event Lessee vacates the premises prior to the end of the lease
term, Lessor shall be under no obligation nor shall Lessor be required to
transfer its track license and Lessor may keep the track license for its use;
provided Lessor will not oppose any application of Lessee for a track license
for a different site in Jackson County.


 


35.           Portable
Stalls.  The portable stalls owned by Lessor shall be made
available for use by Lessee during Lessee’s live harness horse race meets. Lessor
shall be responsible for assembly and disassembly for use during the Jackson
County Fair Period and Lessee’s live harness horse race meets. As long as
Lessee remains on the Premises under this Lease, Lessor shall not lease to any
other entity or otherwise allow the portable stalls to be removed from the
Premises. To the extent the portable stalls are owned by Lessee, Lessee, in
consideration of the terms and covenants of this Lease, 


 


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hereby conveys, transfers and assigns over to Lessor all right, title
and interest in said portable stalls.


 


IN WITNESS WHEREOF,
the parties hereto have executed this Lease Agreement on the 6th day of December
2005, to be effective as of January 1, 2005.


 


	
   

  	
  Lessor:

  
	
   

  	
   

  
	
   

  	
   

  
	
  In Presence of:

  	
  COUNTY OF JACKSON

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Clifford E. Herl

  	
   

  
	
   

  	
   

  	
  Clifford E. Herl

  
	
   

  	
   

  	
  Its:

  	
  Chairman, Jackson County

  
	
   

  	
   

  	
   

  	
  Board of Commissioners

  
	
   

  	
   

  
	
   

  	
  Lessee:

  
	
   

  	
   

  
	
   

  	
  JACKSON TROTTING

  
	
   

  	
  ASSOCIATION, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Daniel Rakieten

  	
   

  
	
   

  	
   

  	
   

  	
  Daniel Rakieten

  
	
   

  	
   

  	
   

  	
  Its: Member

  
						



 


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